Hepion acquires Gravitas Life Sciences in related party deal
Hepion Pharmaceuticals, Inc. completed the acquisition of all issued and outstanding membership interests in Gravitas Life Sciences, LLC (GLS) on October 6, 2026. The transaction, disclosed in a Form 8-K filed with the U.S. Securities and Exchange Commission, involved the purchase of GLS from Gravitas Collective Corp., the sole member of the limited liability company. The total purchase consideration consisted of $2,000,000 in cash and 25,000,000 shares of Hepion common stock. The stock portion was valued at $2,250,000 based on the buyer closing stock price defined in the Membership Interest Purchase Agreement. Additionally, Hepion paid an extra $135,000 to the sole member as part of the closing terms. The agreement included a cap ensuring that the shares issued would not exceed 19.99% of Hepion's outstanding common stock immediately following issuance, with any reduction settled in cash. The shares issued to the sole member are subject to a lock-up period until the earlier of six months after the closing date or the registration of the shares for resale. In connection with the closing, Hepion, GLS, the sole member, and Canton Strategic Holdings, Inc. entered into a payoff letter regarding an unsecured promissory note dated July 17, 2026. Hepion paid Canton $1,000,000, while GLS paid $125,000 from the cash consideration as a mandatory prepayment. This payment satisfied and terminated GLS's and the sole member's obligations under the note, assigning the remaining obligations to Hepion as the sole maker and guarantor. The transaction is classified as a related party deal because Vincent LoPriore, Gary Stetz, Sireesh Appajosyula, and Chase LoPriore are directors of Hepion who also serve as officers of GLS and shareholders of the sole member. These four individuals disclosed their interests to the board, recused themselves from deliberations and voting, and abstained from approval. The disinterested board members approved the agreement after determining it was fair and in the best interests of the company and its stockholders. Ryan Valuation Services provided a fairness opinion stating that the purchase consideration was fair from a financial point of view. President Street Global, LLC acted as an advisor to Hepion for the transaction. Gary Stetz is the Chief Executive Officer of President Street Global. Vincent LoPriore, Executive Chairman of Hepion, is an investment manager at Gravitas Capital LP and an indirect owner of the holding company of President Street Global.
Hepion Pharmaceuticals, Inc. completed the acquisition of all issued and outstanding membership interests in Gravitas Life Sciences, LLC (GLS) on October 6, 2026. The transaction, disclosed in a Form 8-K filed with the U.S. Securities and Exchange Commission, involved the purchase of GLS from Gravitas Collective Corp., the sole member of the limited liability company. The total purchase consideration consisted of $2,000,000 in cash and 25,000,000 shares of Hepion common stock. The stock portion was valued at $2,250,000 based on the buyer closing stock price defined in the Membership Interest Purchase Agreement. Additionally, Hepion paid an extra $135,000 to the sole member as part of the closing terms. The agreement included a cap ensuring that the shares issued would not exceed 19.99% of Hepion's outstanding common stock immediately following issuance, with any reduction settled in cash. The shares issued to the sole member are subject to a lock-up period until the earlier of six months after the closing date or the registration of the shares for resale. In connection with the closing, Hepion, GLS, the sole member, and Canton Strategic Holdings, Inc. entered into a payoff letter regarding an unsecured promissory note dated July 17, 2026. Hepion paid Canton $1,000,000, while GLS paid $125,000 from the cash consideration as a mandatory prepayment. This payment satisfied and terminated GLS's and the sole member's obligations under the note, assigning the remaining obligations to Hepion as the sole maker and guarantor. The transaction is classified as a related party deal because Vincent LoPriore, Gary Stetz, Sireesh Appajosyula, and Chase LoPriore are directors of Hepion who also serve as officers of GLS and shareholders of the sole member. These four individuals disclosed their interests to the board, recused themselves from deliberations and voting, and abstained from approval. The disinterested board members approved the agreement after determining it was fair and in the best interests of the company and its stockholders. Ryan Valuation Services provided a fairness opinion stating that the purchase consideration was fair from a financial point of view. President Street Global, LLC acted as an advisor to Hepion for the transaction. Gary Stetz is the Chief Executive Officer of President Street Global. Vincent LoPriore, Executive Chairman of Hepion, is an investment manager at Gravitas Capital LP and an indirect owner of the holding company of President Street Global.